(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01 Entry into a Material Definitive Agreement.
The information provided in Item 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Effective November 26, 2012, Scott McPherson resigned from his position as Chief
Financial Officer of Virtual Piggy, Inc. (the "Company").
Effective November 26, 2012, Joseph Dwyer, age 56, was appointed as the Chief
Financial Officer of the Company. Prior to joining the Company, during 2012, Mr.
Dwyer served as chief financial officer of OpenLink Financial, Inc., a privately
held company, which provides software solutions for trading and risk management
in the energy, commodity, and capital markets. During 2011 and 2012, Mr. Dwyer
was a member of the board of directors and served as interim chief
administrative officer of Energy Solutions International, Inc., a privately held
company providing pipeline management software to energy companies and pipeline
operators. From 2010 through 2011, Mr. Dwyer served as chief administrative
officer of Capstone Advisory Group, LLC, a financial advisory firm providing
corporate restructuring, litigation support, forensic accounting, expert
testimony and valuation services. Mr. Dwyer served as a consultant to Verint
Systems, Inc., a software company listed on the NASDAQ Global Market, from 2009
through 2010, assisting in SEC reporting and management of finance, accounting
and legal functions. From 2005 through 2009, Mr. Dwyer served as chief financial
officer and executive vice president or AXS-One Inc., a software company which
traded on the OTC Bulletin Board. Between 1990 and 2005, Mr. Dwyer also served
as chief financial officer and executive vice president of Caminus Corporation,
an enterprise application software company that was formerly listed on the
NASDAQ National Market, chief financial officer of ACTV, Inc., a digital media
company that was formerly listed on the NASDAQ National Market, and chief
financial officer of Winstar Global Products, Inc., a manufacturer and
distributor of hair care, bath and beauty products until its acquisition by
Winstar Communications, Inc. in 1995 when Mr. Dwyer went on to serve as senior
vice president, finance of Winstar Communications. Mr. Dwyer received his BBA in
Accounting from the University of Notre Dame in 1978 and is licensed as a
Certified Public Accountant in the State of New York.
Mr. Dwyer will receive an annual base salary of $250,000, and will be entitled
to participate in the Company's health plan and other benefit plans available to
employees of the Company. Although Mr. Dwyer's employment with the Company will
be on an at-will basis, in the event that his employment is terminated
involuntarily, other than for cause as defined in his offer letter, he will be
entitled to a severance payment equal to six months of base salary and six
months of Company provided benefits.
In connection with his appointment, the Company granted Mr. Dwyer an option to
purchase 1,000,000 shares of common stock at an exercise price equal to $1.20
per share, the last sales price of the Company's common stock on the date of
grant. The option has a term of 5 years and vests in equal annual installments
over a three year period, subject to acceleration upon a change of control
transaction as defined in the option agreement.
--------------------------------------------------------------------------------A copy of Mr. Dwyer's offer letter is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.